HomeMy WebLinkAboutRES 21-49 RESOLUTION NO. 21-49
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHEJUNCTION, ARIZONA, AUTHORIZING THE CITY TO
ENTER INTO THE SUPERSTITION VISTAS DEVELOPMENT
AGREEMENT FOR THE AUCTION PROPERTY WITH D.R. HORTON,
INC.
WHEREAS, on November 4, 2020, D.R. Horton, Inc.
("Developer") was the successful bidder at a public auction
conducted by the Arizona State Land Department ("ASLD") for
approximately 2, 600 gross acres of real property (the
"Property") located within the roadway alignments of Elliot
Avenue, Idaho Road, Ray Avenue, and Meridian Drive, currently
under unincorporated Pinal County jurisdiction® and
WHEREAS, as the successful bidder, Developer was thereby
entitled to purchase the Property from ASLD with the express
condition that the Developer entitle and develop the Property as
a mixed-use master planned community, and
WHEREAS, on June 16, 2021, the mayor and city council
passed Resolution No. 21-25 authorizing a procedural pre-
annexation agreement between the City and Developer to address
the timing of Annexation and subsequent potential approval of
the Development Agreement ("Agreement") and rezoning; and
WHEREAS, the City desires to enter into the Agreement with
the Developer, annex the Property into the City' s municipal
limits in accordance with A.R. S. § 9-471, process applications
in the City requesting rezoning the property to master planned
community zoning districts, process applications in the City
requesting the formation of two community facilities districts
("CFDs`®) and develop the property to provide for duality growth
in the area, improve and enhance the economic welfare of the
residents of the City and ensure that the Property is developed
in accordance with the Agreement; and
WHEREAS, the City has determined that the development of
the Property pursuant to this Agreement will result in
significant public benefits to the City and its residents; and
WHEREAS, the Agreement is authorized under A.R. S . § 9-
500. 05 to facilitate the annexation, rezoning and development of
the Property by providing for conditions, terms, restrictions,
and requirements for annexation by the City; and
RESOLUTION NO. 21-49
PAGE 1 OF 2
WHEREAS, this Agreement, for purposes of Apache Junction
City Code ("A. J.C.C. ") , Vol. II, Land Development Code, Chapter
1 : Zoning Ordinance, Article 1-4 : Zoning Districts, § 1-4-2
Master Planned Community ("MPG") District, Subsection I,
Development Agreement, requires that the Agreement be processed
and adopted concurrently with the rezoning.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF APACHE JUNCTION ARIZONA, that:
The mayor is authorized to enter into the Superstition
Vistas Development Agreement for the Auction Property
between the City of Apache Junction and D.R. Horton, Inc. ,
a copy of which is attached.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
APACHE JUNCTION, ARIZONA, THIS � DAY OF OL 2021 .
SIGNED AND ATTESTED TO THIS DAY OF 2021 .
WALTER "CHIP" WILSON
Mayor
ATTEST®
City
FER�PE`NA Y Cl e��k
APPROVED AS TO FORM:
4A to - q. 21
RICHARD J. STERN
City Attorney
RESOLUTION NO. 21-49
PAGE 2 OF 2
EXHIBIT
When recorded, return to:
City Attorney
City of Apache Junction
300 Superstition Boulevard
Apache Junction, Arizona 85119
DEVELOPMENT AGREEMENT
FOR
SUPERSTITION VISTAS
THIS DEVELOPMENT AGREEMENT FOR SUPERSTITION VISTAS (this
"Agreement") is entered into ' 2021, by and between the City of
Apache Junction, an Arizona municipal corporation(the "City") acting by and through its mayor
and city council (the "Council"), and D.R. Horton, Inc. a Delaware corporation ("Developer").
The City and the Developer are sometimes referred to herein collectively as the "Parties" or
individually as a"Party."
RECITALS:
A. The subject of this Agreement consists of approximately 2,800 gross acres of real
property made available to Developer in 2020 by public auction conducted by the Arizona State
Land Department ("ASLD") located within the roadway alignments of Elliott Avenue, Idaho
Road, Ray Avenue, and Meridian Drive, adjacent to the City limits in Pinal County, Arizona,
legally described in Exhibit A (Legal Description of the Property) and depicted in Exhibit B (Map
of the Property), both of which are attached hereto and incorporated herein by reference (the
"Property").
B. The Property was land granted to the ASLD in trust by the Arizona-New Mexico
Enabling Act and administered by the State Land Commissioner (the "Commissioner") and
ASLD pursuant to Article 28 of the Enabling Act, Article 10 of the Axizona Constitution, and
Arizona Revised Statutes ("A.R.S.") § 3 7-101 et seq. The Parties acknowledge that the Axizona
Legislature granted the Commissioner authority to determine appropriate uses of state trust
("Trust") lands and the Parties further acknowledge that any agreement permitting the City to
annex the Property and any future zoning uses of the annexed Property must serve the financial
interests of the Trust.
C. On November 4, 2020,the Developer was the successful bidder at a public auction
conducted by the ASLD and is thereby entitled to purchase the Property from the ASLD pursuant
to the terms of Certificate of Purchase No. 53-120190 and subject to the terms of the Participation
and Infrastructure Contract Regarding ASLD Sale No., 53-120190, executed on November 12,
2020 between the ASLD and the Developer ("Participation Contract") with the express
condition that the Developer entitle and develop the Property as a mixed-use master planned
community.
D. ASLD has, by its execution of this Agreement as a consenting party only and with
no intent or obligation to be bound by the terms herein, consented to the recordation of this
Agreement with the Pinal County Recorder's Office by the City upon full execution by the Parties
and the ASLD(as a consenting party).
E. The ASLD and the Parties desire to have the Property annexed by the City (the
"Annexation") and to receive Council approval for zoning the Property to the Master Planned
Community("NVC")zoning district,as more particularly described in the MPC Zoning Ordinance
and Development Plan currently pending approval from the City in Case No. P-21-50-MPC,
("Rezoning").
F. The City desires to annex the Property into the corporate limits of the City, to be
developed as an integral part of the City, to provide for the orderly, controlled, and quality growth
in the area, to improve and enhance the economic welfare of the residents of the City, to ensure
that the Property is developed in accordance with this Agreement, Rezoning and applicable City
standards, and to ensure efficient use of City resources.
G. The City has determined that the development of the Property pursuant to this
Agreement will result in significant planning, economic, and other public purpose benefits to the
City and its residents by, on other things: (i) the construction of certain public improvements,
(ii) conformance of the Rezoning to the City's General Plan 2020-2050 currently in effect; and
(iii) an increase in revenues to the City.
H. The City recognizes the magnitude and cost of the services/infrastructure necessary
to properly serve the development and because it prefers not to pass on such costs to existing
residents, City will consider various forms of development-based public infrastructure financing
allowed under Arizona law. Accordingly,it is contemplated that one or more community facilities
districts (each, a "CFD") will be formed within the boundaries of the Property for the purpose of
financing the construction of infrastructure within the Property, but not for any ongoing utility
operations or deliveries. It is instead contemplated that all water service within the Property will
be provided only by the Apache Junction Water Utilities Community Facilities District
("WUCFD"), and all sewer service within the Property will be provided only by the Superstition
Mountains Community Facilities District No. I ("SMCFD").
1. The Parties understand and acknowledge that this Agreement is a "Development
Agreement"within the meaning of and entered into pursuant to the terms of A.R.S. § 9-500.05, to
facilitate the Annexation, proper municipal zoning designation, and development of the Property
by providing for, among other things, conditions, terms, restrictions, and requirements for the
Annexation by the City and other matters related to the development of the Property. This
Agreement constitutes a "development agreement" for purposes of Apache Junction City Code
("A.J.C.C."),Vol.II,Land Development Code, Chapter 1: Zoning Ordinance,Article 1-4: Zoning
Districts, § 1-4-2 Master Planned Community ("MPC") District, Subsection I, Development
Agreement, which requires that a development agreement be processed and adopted concurrently
with the Rezoning.
J. The Parties entered into a Procedural Pre-Annexation Agreement, dated June 16,
2021 and recorded in the Office of the Pinal County Recorder as Document No. 2021-102467
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("Procedural Pre-Annexation Agreement")to address the timing of Annexation and subsequent
potential approval of this Agreement, the Rezoning, and CFD formation.
K. The Parties acknowledge that development of the Property is a major undertaking
for the Parties and that the Developer will incur substantial expenses in reliance on this Agreement
and the approval of the Rezoning including, without limitation, costs to design and construct lots,
streets, sewer and water lines, other utility lines and infrastructure, park, police and library sites,
trails and other amenities,professional and consulting fees, application fees, and other costs, fees
and expenses. Therefore, the Developer requests protection of development rights in order that
the Developer will be allowed to complete the development of the Property in accordance with the
Rezoning over the period of years permitted by this Agreement. Likewise, City requests
assurances from the Developer that the development of the Property will comply with the
Rezoning and the terms and conditions of this Agreement.
L. Pursuant to A.R.S. § 9-471(L) the City is required, upon annexation, to adopt a
zoning classification for the Property that permits density and uses no greater than those permitted
by Pinal County immediately before the Annexation. The Property is currently zoned General
Rural (1.25 acre per dwelling unit) in Pinal County. The City's equivalent zoning category is
General Rural Low Density Single-Family Detached Residential ("RS-GR").
AGREEMENT
NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by reference, the promises contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties hereto
agree as follows:
1. Term and Termination.
1.1 Effective Date and Term. This Agreement will be effective upon the date
it is approved by the Council (the "FIfective Date"). This Agreement will remain in full force
and effect until December 31, 2046 (the "Term"), or as extended by mutual written consent of
the Parties but no later than December 31, 2056, after which time this Agreement will
automatically terminate without the necessity of any notice,agreement or recording by or between
the Parties.
1.2 Termination Upon Sale of Subdivided Lots. It is the intention of the Parties
that although recorded, this Agreement will not create conditions or exceptions to title or
covenants running with the Property when sold to the end purchaser or user. Therefore, in order
to alleviate any concern as to the effect of this Agreement on the status of title to any of the
Property, so long as not prohibited by law, this Agreement will automatically terminate without
the execution or recordation of any further document or instrument as to any lot that; (1)has been
finally subdivided, individually(and not in bulk) leased (for a period of longer than one year) or
sold to the end purchaser or user thereof-, and (2) fully developed by such purchaser or user (a
"Subdivided Lot"), and thereupon such Subdivided Lot will be released from and no longer
subject to or burdened by the provisions of this Agreement. The to "Subdivided Lot" will
include commercial parcels, school and other public parcels, and common areas within the
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Property as well as the residential lots into which the Property is divided and sold. The "end
purchaser or user" of the commercial parcels and school and other public parcels means the
Party purchasing or otherwise acquiring such parcels from the Developer or its successor and
developing such parcels for their intended use. The "end user" of the common areas within the
Property means the applicable property owners' association.
1.3 Termination Upon Rescission of Annexation. It is the intention of the
Parties that, although recorded,this Agreement will not create conditions or exceptions to title or
covenants running with the Property if the Annexation Ordinance is repealed pursuant to the
Procedural Pre-Annexation Agreement. Accordingly, if pursuant to the terms of the Procedural
Pre-Annexation Agreement, the Annexation Ordinance is repealed, then this Agreement will
automatically terminate without the execution or recordation of any further document or
instrument and any title company insuring any interest in the Property may rely on same.
Notwithstanding the foregoing, if desired by the Developer or the ASLD to alleviate any concern
as to the effect of this Agreement on the status of title to the Property, at any time after the repeal
of the Annexation Ordinance pursuant to the terms of the Procedural Pre-Annexation Agreement,
the Developer or the ASLD may unilaterally record against the Property a notice of termination,
without the joinder or consent of any other person or entity, confirming that the approved
Annexation Ordinance was repealed, and reflecting that as such this Agreement has terminated
by its terms. Any title company insuring any interest in any of the Property may thereafter rely
on such notice of termination as being effective against all Parties and their respective successors
and assigns.
2. Annexation and Rezoning.
2.1 General Plan. The City has reviewed the Rezoning and has determined
that the Rezoning is in conformance with the General Plan and in conformance with the types of
land uses desired by the City for the Property.
2.2 Rezoning Ordinance Availability. If the final ordinance annexing the
Property into the corporate limits of City (the "Annexation Ordinance") is adopted by the
Council,the City will ensure that the Rezoning ordinance will be"available"(as defined in A.R.S.
§ 19-142)on the day following the date of passage. Upon thirty(30) calendar days after Council
approval of the Rezoning,the Rezoning becomes an integral part of the City's zoning regulations
for the Property and all future development on the Property shall be in conformity with the
Rezoning. Developer shall be authorized to implement the Rezoning, and will be accorded all
appropriate approvals necessary to permit the Developer to implement the Rezoning, subject to
the City's approval of site plans, subdivision plats and other similar items in accordance with the
Governing Documents. Pursuant to the Governing Documents and the Rezoning, all approvals
(and any appeals thereof) of preliminary subdivision plats and site plans are administrative
actions. References hereafter in this Agreement to the Rezoning shall mean the Rezoning, as
approved by Council by its authorizing ordinance, together with all stipulations and other
provisions contained in the Rezoning.
8651098Y/24831-0003
3. Development of Property_.
3.1 Repaulation of DevelODment. The development of the Property shall be in
accordance with this Agreement and the Rezoning (collectively, the "Governing Documents").
The Governing Documents shall control over any conflicting City ordinances, rules, regulations,
standards, procedures, and administrative policies, and shall be the primary regulations used by
the City when reviewing and approving submittals within the Property. All applicable federal,
state, and county rules and regulations, and all City ordinances and City standards, procedures
and policies adopted now or in the future except for those City ordinances and City standards,
procedures and policies in conflict with the Governing Documents (collectively, the "Rules")
shall apply to development of the Property. If there is a conflict between the Rezoning and this
Agreement regarding an issue, then the document that more specifically addresses the issue shall
control.
3.2 Anti-Moratorium. The Parties hereby acknowledge and agree that the
development of the Property will be phased and that, for the Term of this Agreement, no
moratorium shall be imposed except as permitted by A.R.S. § 9-463.06, as that statute is in effect
on the Effective Date.
3.3 Timing of Development. The development of the Property, including the
Infrastructure, is intended by the Developer to be carried out sequentially over a significant
number of years. Development of the Property is contemplated to progress in areas that may be
non-contiguous until all of the Property is developed.
3.4 Development Rights. In consideration of the expenditures by the
Developer for the design and planning of the Property, the Rezoning, if and once approved, shall
be deemed contractually vested as of the Effective Date for the Term(subject to this Agreement)
and the Developer and successor owners of the Property shall have a right to undertake and
complete the development and use of the Property in accordance with the Rezoning and this
Agreement. The Developer and any such successor owner will remain bound by the Governing
Documents as to the planning and construction of the Infrastructure.
3.5 No Dedications or Exactions. Unless mutually agreed upon in writing, and
except for the dedications and requirements identified in the Rules and Governing Documents,
the City agrees that it shall not attempt to acquire or require(through zoning, Development Unit
Plans (as defined in the Rezoning), subdivision, subdivision stipulations, site plan approvals or
stipulations or otherwise) any reservations, conditions, or further dedications of portions of the
Property or easements or other rights over portions of the Property (collectively
"Requirements"), or money or other things of value in lieu of such Requirements.
3.6 Continued A_
Operations. The City recognizes that the
Developer may continue existing agricultural and ranching operations. Agricultural and ranching
operations may include,but not be limited to, grazing, agricultural activities, and other operations
ancillary to agricultural and ranching operations;provided,however,that such operations will not
be permitted to include construction of any permanent improvements or dairy farming operations
and any temporary improvements must be related to the continuation of existing agricultural and
ranching operations. The City agrees that such agricultural and ranching operations will not be
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affected by this Agreement and will not be the basis for any claim of breach of this Agreement or
the Rezoning.
3.7 Age Restricted Residential Units. The Developer shall locate no more
than 1,000 age-restricted residential units that qualify for the "Housing for Older Persons"
exemptions from liability for familial status discrimination, as provided in the Fair Housing Act
(42 U.S.C. 3601 et seq.) ("Age Restricted Units"), on each of Development Unit I and
Development Unit 2 (for a total of 2,000 total Age Restricted Units on the Property). Age
Restricted Units may not be transferred between Development Units. The Developer may not
submit building permit applications for Age Restricted Units until at least 1,000 building permits
have been issued for the construction of homes on the Property that are not Age Restricted Units.
4. Infrastructure and City Services.
4.1 Public Benefits. The Rezoning includes the Master Non-potable Water
Plan, the Master Water Plan, the Master Drainage Plan, the Master Transportation Report, and
the Master Wastewater Plan (collectively the "Master Reports"). The Master Reports provide
details for the coordinated planning, design, engineering, construction, acquisition, installation,
and/or provision of services/infrastructure improvements, and such details are expected to be
further developed and refined during the Development Unit Plan process or subdivision or site
plan process described in the Rezoning (collectively, the Master Reports, as subsequently
developed and refined are the "Infrastructure Plan"). The Infrastructure Plan describes the
appropriate public and private infrastructure improvements of the type described therein for the
development of the Property contemplated by the Rezoning and the design standards for such
infrastructure improvements (collectively, the "Infrastructure Improvements"). Each
component or segment of the Infrastructure Improvements identified in the Infrastructure Plan,
as well as those Infrastructure Improvements not referenced in the Infrastructure Plan but
specifically set forth in this Agreement shall be referred to herein, individually and collectively,
as the "Infrastructure." If subsequent updates of the Master Reports,or other reports submitted
at the Development Unit Planning level, demonstrate the need for additional Infrastructure within
the relevant Development Unit,adjacent to the Development Unit,or at any point off the Property,
beyond those described in the Master Reports or this Agreement,the Developer shall pay for such
additional Infrastructure, or increase in the size of the planned Infrastructure(provided,however,
that any additional Infrastructure shall be the financial responsibility of the Developer only if such
additional Infrastructure is necessary to serve the portion of the Property for which the Reports
have been updated due to changed on-site circumstances, as opposed to changes off the Property
in land use or use of Infrastructure).
4.2 Construction. The Developer shall have the right, at any time after the
execution of this Agreement, to construct or cause to be constructed and installed any or all
portions of the Infrastructure that relate to the portions of the Property developed by the Developer
and thereafter to dedicate land on which such Infrastructure is located, subject to the City's or
other applicable jurisdiction's acceptance of the land and such Infrastructure in accordance with
the Governing Documents and Rules. All such construction performed by the Developer shall be
performed in compliance with the Governing Documents and Rules. The Developer, its agents,
and employees, shall have the additional right, upon receipt from the City of an appropriate
permit, as required by the Rules, to enter and remain upon and cross over any City easements or
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rights-of-way to the extent reasonably necessary to permit construction of the Infrastructure, or
reasonably necessary to maintain or repair such Infrastructure, all as allowed by the permit,
provided that the Developer's use of such easements and rights-of-way shall not materially
impede or adversely affect the City's use and enjoyment thereof and provided that the Developer
shall restore such easements and rights-of-way to their condition prior to Developer's entry
(subject to ordinary wear and tear, casualty damage, and damage caused by third parties not
engaged by or affiliated with Developer) upon completion of such construction, repairs or
maintenance. Subject to obtaining the required permit from the City, and as allowed by the terms
of such permit once obtained, the prior dedication of any easements or rights of way to the City
shall not affect or proscribe the Developer's right to construct install,and/or provide Infrastructure
thereon or thereover. The City, as necessary to implement the Infrastructure Plan,shall cooperate
reasonably with, at the sole cost of the Developer: a)the abandonment or extinguishments of any
unnecessary public rights-of-way or easements currently located on the Property and not
otherwise used or required by other members of the public; (b) the Developer's requests or
applications with Pinal and Maricopa Counties, the City of Mesa, the Town of Queen Creek or
other governmental entities regarding the abandonment or extinguishments or acquisition of
public rights-of-way or easements necessary to develop the Property; (c) establishing
intergovernmental agreements with Pinal or Maricopa Counties, the City of Mesa, the Town of
Queen Creek or other governmental entities adjacent to the City's corporate limits regarding the
construction standards for improvement of roads adjacent to the Property; (d) the Developer's
requests to work with adjacent landowners regarding the installation of consistent landscaping
within and next to perimeter arterial roadways; and (e)the Developer's requests for assistance in
acquiring necessary off-site public rights-of-way or easements. If such acquisition is determined
to be feasible only by payment of above-market value, the Parties will attempt to find an
alternative location for or consider deferring construction of the Public Infrastructure for which
the necessary public rights-of-way or easements are required. However, in no case shall the City
be obligated to provide ftmds for such alternative location in these situations.
4.3 At-Risk Grading and Infrastructure. Because development of the Property
requires significant grading and earth moving and infrastructure improvements, at the
Developer's request,the City agrees to issue an at-risk permit to the Developer after Annexation,
Rezoning and pre-plat submittal and after Developer receives any required Arizona Department
of Environmental Quality approval. For the avoidance of doubt, issuance of an at-risk grading or
Infrastructure Improvement Plan permit does not constitute final plan approval by the City, and
any work, services or materials accomplished or acquired by the Developer pursuant to any at-
risk permit is done at the financial risk of the Developer.
4.4 Infrastructure Assurance. Prior to the construction of any Infrastructure,
the City may require the Developer and/or its designees, grantees or buyers under contract, to
provide assurances, as required by the Rules, that the construction or installation of such
Infrastructure being undertaken by the Developer within a particular subdivision or site plan or
other Infrastructure Improvements directly related to such subdivision or site plan will be
completed("Infrastructure Assurance"). Once the required Infrastructure Assurance has been
provided, the Developer (or, as applicable, the Developer's assignees, designees, grantees and
purchasers under contract)will have the right,with the approval of the City, which approval will
not be unreasonably withheld, to replace such initial method of Infrastructure Assurance, either
in whole or in part, with any other form of Infrastructure Assurance. Permitted forms of
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Infrastructure Assurance are (see A.J.C.C., Vol. II, Land Development Code, § 10-7-4, Public
Improvement Assurance Alternatives):
A. Irrevocable letter of credit, in a form reasonably acceptable to
Developer,the City Engineer and the City Attorney,from a recognized financial institution
reasonably acceptable to the City, authorized and licensed to do business in the State of
Arizona;
B. Cash or certified bank funds,said:funds to be deposited in a financial
institution to the credit of the City;
C. A surety bond, in a form reasonably acceptable to Developer, the
City Engineer and the City Attorney, executed by an Arizona qualified surety reasonably
acceptable to the City and licensed to do business in the State of Arizona;
D. Withhold certificates of occupancy for structures for which the
Infrastructure is required, in the form attached hereto as Exhibit C.-
E. Any other method of assurance and amount of assurance agreed
upon by the Parties in writing.
4.5 Dedication/Acceptance of Services/Infrastructure. The Parties hereto
acknowledge and agree that the Rezoning and this Agreement provide that the Developer will
convey to the City certain completed segments or components of the Infrastructure in fee simple,
including but not limited to the underlying land (the "Public Infrastructure"). Pursuant to the
Rules, the City may accept segments or components of the Public Infrastructure that will be
located under a public street or roadway before it accepts the street or roadway.
A. Warranty. Developer or its assignee shall give the City one-year
warranties for all Public Infrastructure,which warranties shall begin on the respective date
that the City accepts such Public Infrastructure as provided in this section. Any material
deficiencies in the material or workmanship identified by City staff during the one-year
warranty period shall be brought to the attention of the Developer or its assignee who
provided the warranty, who shall promptly remedy or cause to be remedied such
deficiencies to the reasonable satisfaction of the City Engineer. Continuing material
deficiencies in a particular portion of a Segment or Component of the Infrastructure shall
be sufficient grounds for the City to require the proper repair of, or the removal and
reinstallation of, that portion of the Infrastructure that is subject to such continuing
deficiencies and an extension of the warranty for an additional one-year period for such
repairs. Regardless of whether the warranty period has expired, the Developer agrees to
repair any damage to the Infrastructure caused by the Developer's construction activities
on the Property. Nothing herein shall prevent the City or Developer from seeking recourse
against any third party for damage to the Infrastructure caused by such third party.
B. Accemance, Operation, and Maintenance. So long as such
Infrastructure is constructed in accordance with the approved plans and Governing
Documents, as verified by the inspection of the completed improvements by the City
Engineer, all punch list items have been completed, to the City's relevant and reasonable
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satisfaction, and the Infrastructure is free of any liens and encumbrances, the Developer
will convey title to the City and the City shall accept such conveyance. Acceptance of any
Public Infrastructure is expressly conditioned upon Developer providing a warranty for the
Infrastructure Improvement as provided in paragraph A of this Section 4.5. Developer, at
no cost to the City, shall dedicate, convey or obtain, as applicable all rights-of-way, rights
of entry, easements and/or other use rights,wherever located, as useful or necessary for the
operation and maintenance of the Public Infrastructure dedicated to and accepted by the
City. Upon acceptance, and except as otherwise provided in this Agreement, the City, at
its own cost and expense, shall maintain, repair, and operate such Public Infrastructure.
4.6 Access to Infrastructure. The Participation Contract requires the Developer
to construct certain Infrastructure, which is included in the Master Reports. In exchange for the
Developer's agreement to construct such Infrastructure, the ASLD agreed that no purchaser of all
or any part of property owned by ASLD and located adjacent to the Property as depicted on the
attached Exhibit D("Retained Property")may connect to or utilize any Infrastructure for a period
beginning on the date of this Agreement and ending on November 12, 2028 ("Access Period").
The City agrees that it will not permit any owner of the ASLD Retained Property to connect to or
utilize any Infrastructure constructed by the Developer during the Access Period unless approved
by the Developer and ASLD.
4.7 Transportation.
A. Transportation Infrastructure. The Developer will construct or
arrange for the construction of the streets, roadways, and parking facilities to be used for
motorized vehicular travel, ingress, egress, and parking and pedestrian, bicycle or other
facilities to be used for non-motor vehicular travel, ingress, egress, and parking within and
adjacent to the Property, including street lighting with underground electric service
distribution, and all striping,traffic signals, street sign posts, street name signs, stop signs,
speed limit signs, and all other directional/wanting/advisory signage as required, all in
accordance with the applicable provisions of the Governing Documents, Master
Transportation Report, and applicable Development Unit Plans. For all public streets
within the Property, the Developer shall dedicate the right-of-way and construct the
roadway improvements in accordance with the Governing Documents and any applicable
Rules.
B. Landscaping, Specialty Features, and Specialty Materials in Public
Streets.
1. Except as otherwise provided herein, the Developer, and its
successors and assigns, shall install and maintain the landscaping installed within
and adjacent to the road rights-of-way according to the Rules, Governing
Documents, and applicable Development Unit Plans and site plans.
2. As permitted and approved pursuant to the Rules and
Governing Documents, the Developer may design and install in public streets on
the Property, specialty poles for traffic control and street name signs, specialty
street and sidewalk lighting,specialty street signage,and specialty paving materials
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("Specialty Features and Materials"). At the Development Unit Plan stage of the
planning process, the Parties will enter into one or more maintenance agreements
concerning the Specialty Features and Materials. Each such maintenance
agreement shall contain provisions for the Developer to provide the City with: (i)
extra quantities of Specialty Features and Materials, in amounts as determined by
the City Engineer, in his or her sole discretion, for use in City maintenance, repair
and replacement on the public streets; and (ii) funds, on an annual basis, to offset
the City's costs to perform maintenance or repair the Specialty Features and
Materials in the public streets that exceed the amount the City would have incurred
to perform maintenance or repair of standard poles, lighting, signage and paving
materials. Each such maintenance agreement shall provide for annual adjustments
of the funds provided for the City's excess costs to maintain,repair,and replace the
Specialty Features and Materials in the public streets. The Developer may assign
its rights and obligations under this subsection to a property owners' association or
another developer or owner of the Property;provided that such assignment shall be
accompanied by such property owners' association's, developer's or owner's
assumption of the Developer's obligations hereunder.
C. Private Streets/StEq2LNaming. The Parties acknowledge and agree
that Developer will have the right to retain some interior local streets located within the
Property ("Private Streets"). At the time of application for platting, the Developer will
make an election whether or not to keep any or all of the streets private. In addition, some
or all of the Private Streets may be conveyed to one or more property owners' associations
created by Developer and/or any successor of the Developer for this and other purposes.
The Developer shall have the right to install access control structures across the Private
Streets at any portions of the Property. The Developer shall grant to the City or other
appropriate public service provider an easement for police, fire, ambulance, solid waste
collection,water, gas, storm drain line, or wastewater line installation and repair, and other
similar public purposes, over the Private Streets. The Developer, its successors and
assigns, shall, at its sole cost and expense, maintain the Private Streets in a manner such
that City vehicles may safely, and without undue wear and tear or damage, use the Private
Streets for their intended purposes. The Parties agree that new private or public streets
shall benamed to ensure that the public interest, health, safety, convenience and general
welfare are maintained. Street names for major arterials and address numbering
conventions shall be in conformance with the Rules. Unique non-arterial street names for
streets within the Property may be proposed by the Developer and shall be reviewed and
approved by City staff upon the determination by City staff that the unique street names do
not compromise public health safety, convenience and general welfare. Address
numbering on non-arterial streets shall be in conformance with the Rules.
D. Technology. Subject to compliance with the approval processes
contained in the Governing Documents and Rules, the Developer may locate private
technology facilities within public or private rights-of-way or public utility facilities
easements for purposes of facilitating community communications within the Property,
subject to pre-existing licenses or franchises and other City agreements regulating the use
of City rights-of-way and state and federal telecommunication laws and regulations.
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E. Adjacent Road Construction. The Developer will construct or
arrange for the construction of half-street improvements to Meridian Drive, Ray Avenue,
Idaho Road,Elliott Avenue,and Ironwood Drive(each a"City Road")in accordance with
the Governing Documents,the Master Transportation Report and applicable Development
Unit Transportation Reports. For the Auction Property west of Ironwood Drive, the
Developer shall complete Ray Avenue adjacent to construction from Meridian Drive to
Ironwood Drive in the first phase of development. For the Auction Property east of
Ironwood Drive, Ray Avenue may be completed in segments if adjacent development
begins at Ironwood Drive and develops east, otherwise Ray Avenue must be constructed
in one phase. Idaho Road, Ironwood Drive and Meridian Drive may be constructed in
segments if the phased construction is approved by the City Engineer. All construction
involving lane closures on Ironwood Drive will be reviewed and approved by the City
Engineer. The non-arterial City Roads may be constructed in segments as development of
the adjacent portions of the Property occurs.
4.8 Drainage Improvements. The Developer will construct or arrange for the
construction of drainage improvements in phases and in accordance with the Rules, Governing
Documents, Master Drainage Report, and applicable Development Unit Drainage Reports and
after consultation with the Pinal and Maricopa County Flood Control Districts. Such drainage
improvements shall include, without limitation, drainage and flood control systems and facilities
for collection, diversion, detention, retention, dispersal, use, and discharge as necessary for
development of the Property.
4.9 Water. VVUCFD will provide water service to the Property pursuant to a
separate agreement between Developer and WUCFD.
4.10 Wastewater. SMCFD will provide sewer service to the Property pursuant
to a separate agreement entered into between the Developer and the SMCFD.
4.11 Non-potable Water. Non-potable water service to the Property will be
subject to an agreement between Developer and YrUCFD and/or SMCFD, as appropriate.
4.12 Municipal Services Generally. The City hereby agrees to include the
Property in any and all City service areas and to provide the Property with police protection
services,park and library service, residential refuse collection, and all other services provided by
the City, in a manner comparable to those services provided to all landowners and occupants of
the City, subject to the terms of this Agreement.
4.13 Development Fees.
A. Except as provided herein, Developer shall pay City development
fees for police, library, and any future adopted categories of fees in accordance with A.R.S.
§ 9-463.05 and Apache Junction City Code, Vol. II, Land Development Code, Chapter 7:
Development Fees, as amended ("Development Fees"). This Agreement constitutes a
"credit agreement" pursuant to Apache Junction City Code, Vol. II, Land Development
Code, Chapter 7: Development Fees, as amended.
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B. Developer shall not receive a credit against the library Development
Fee for the donation of the Library Site referenced below.
C. Developer or the CFD shall construct public park improvements of
the type for which the parks Development Fee is currently assessed as described in Section
4.17 below("Public Park Improvements") and at a cost that at a minimum equals what the
City would have collected in parks Development Fees for development on the Property.
Accordingly, Developer either shall not be assessed a Development Fee or shall receive a
credit against the parks Development Fee for parks, trails, open space or related categories
that Developer constructs. The City shall cause the City's infrastructure improvements
plan to be amended to include the Public Park Improvements.
D. Developer benefits from the portion of Ironwood Drive previously
financed by the City through transportation Development Fees and thus shall pay a
transportation Development Fee of$800 per single family dwelling unit and multi-family
dwelling unit, which the City has determined is the Property's proportionate share of the
financed cost ("Ironwood Fee"). Developer or the CFD shall construct the City Roads,
which are of the type of improvements for which the transportation Development Fee is
currently assessed as described in Section 4.7(E). The City has determined that the cost of
the City Roads exceeds what the City would have collected in transportation Development
Fees for development on the Property. Accordingly, except for the Ironwood Fee,
Developer either shall not be assessed the transportation Development Fee or shall receive
a credit against the transportation Development Fee for all but the Ironwood Fee.
Commercial development on the Property will not pay the Ironwood Fee, as the City has
determined that the Property's impacts to Ironwood Drive are mitigated by the $800 per
residential unit fee. The City shall cause the City's infrastructure improvements plan to be
amended to include the City Roads.
4.14 Co unity Facilities Districts. It is contemplated that one or more CFDs will be
formed within the boundaries of the Property for the purpose of financing development within
the Property. SMCFD and VvrUCFD will be the sole providers of sewer and water service within
the Property. If more than one CFD is formed, their respective boundaries will not overlap. The
Developer has filed complete applications for formation and pursuant to the Procedural Pre-
Annexation Agreement, the City will consider formation of each CFD for which an application
is submitted. The Parties acknowledge that one purpose of this Agreement is to provide for the
coordinated planning, design, engineering, construction and/or provision of the range of public
services/infrastructure necessary to serve development on the Property as indicated in this
Agreement, the Rezoning, and the Master Reports. The City acknowledges and agrees that
whenever the Developer is obligated to construct or arrange for the construction of Public
Infrastructure, and notwithstanding anything in this Agreement to the contrary, a CFD may
construct, arrange for the construction, and/or finance any such Public Infrastructure. Dedication
and acceptance of such Public Infrastructure will be in accordance with Section 4.5 of this
Agreement and any applicable development agreement entered into by the City, the Developer
and a CFD in connection with the formation of a CFD.
4.15 Library. Developer will convey to the City, at no cost to the City, a minimum of
twenty(20) acres within Development Unit 1, generally located west of Ironwood Drive south of
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Elliott Avenue, and adjacent to the floodway channel ("DU 1 Public Site"). Conveyance shall
occur concurrently with recordation of the final plat for the DU 1 Public Site and the portion of
the Property immediately adjacent to the DU I Public Site. The DU I Public Site will
accommodate a site for a 10,000 square foot library and associated parking ("Library Site"), an
additional 10,000 square foot public purpose building, a non-potable water lake, and Public Park
Improvements to be programmed pursuant to Section 4.17 prior to dedication of the DU I Public
Site.
4.16 Police. The City may elect to locate an area for a police presence within the Library
Site or the 10,000 square foot public purpose building referenced in Section 4.15.
4.17 Public and Private Parks, Recreation and ODen Space. Developer shall allocate a
minimum of fifteen percent(15%)of the Property to open space. The open space shall include the
DU I Public Site and an additional twenty (20) combined-acres conveyed to the City on which
Public Park Improvements will be located. The open space shall also include landscaped common
area,public or private, or any areas maintained by the property owners' association within public
right-of-way (excluding medians), setbacks, drainage areas, trail corridors, landscape easements,
parks or other natural area or other open space areas. Developer will coordinate with the City to
program and design the Public Park Improvements with recreational uses and sports facilities. The
Public Park Improvements will be accessible to the public. Developer shall be responsible for
tracking the open space and providing the City with an updated calculation of the cumulative total
of open space with the submittal of each plat. Developer will not be required to provide a minimum
of fifteen percent (15%) of open space on each plat. The Developer and City shall enter into a
park maintenance agreement that provides for either the City or the Developer to maintain the
Public Park Improvements. The City and the Developer shall mutually agree annually on a
baseline level of maintenance and associated cost for the Public Parks. The cost of maintenance
above the annual baseline level required by either the City or the Developer will be the
responsibility of the respective party.
4.18 Maintenance of Common Areas. The City may require that Developer submit
documents necessary for the establishment of a maintenance improvement district ("MID")
pursuant to A.R.S.Title 48, Chapter 4,Article 2 for the property included in such final plat and/or
require a final plat note regarding maintenance of the landscaping, irrigation, drainage facilities,
hardscape and retention areas on tracts within each final plat. If the City requires a MID,the MID
assessment to property owners will be $0.00 provided that the property owners' association
maintains the landscaping, irrigation, drainage facilities, hardscape and retention areas on tracts
within each final plat.
5. Indemnification, Insurance and Risk.
5.1 Developer Indemnification. Developer shall defend, indemnify and hold
the City, its mayor and Council, officials, officers, employees, and agents, individually and
collectively, harmless for, from and against all losses, expenses (including attorney fees),
damages, claims, charges, fines, suits, actions, demands, or other liabilities of any kind
("Liability"), including without limitation Liability for bodily injury, illness, death, or for
property damage, which shall occur on or adjacent to, or resulting from or arising out of the
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performance of the obligations of Developer under this Agreement, and/or the use or occupancy
of the Property (including without limitation the construction and maintenance of the Public
Infrastructure until such time as the Public.Infrastructure are accepted by the City), to the extent
directly or indirectly caused by any acts or omissions of the Developer, its boards, officers,
employees, agents, or any person under the Developer's direction and control, unless caused by
the willful, reckless or negligent acts of the City, its mayor and Council, employees, agents, or
any person under the City's direction and control (but not the Developer itself if Developer
maintains Public Park Improvements pursuant to Section 4.17). The foregoing indemnity
obligations of Developer shall survive the expiration or termination of this Agreement for a period
equal to the applicable statute of limitations period. Developer shall add on the insurance policy
required pursuant to Section 5.3 below by endorsement the City, its mayor and council, officials,
employees and agents as additionally insured parties and such additions shall be reflected on the
certificate of insurance.
5.2 City Indemnification. The City shall defend, indemnify and hold the
Developer, its officers, employees, and agents, individually and collectively, harmless for, from
and against all Liability, including without limitation Liability for bodily injury, illness,death, or
for property damage, which shall occur on or adjacent to the Property (including without
limitation the Public Improvements), or resulting from or arising out of the performance of the
obligations of the City under this Agreement, to the extent directly or indirectly caused by any
acts or omissions of the City, its employees, agents, or any person under the City's direction and
control, unless caused by the willful or negligent acts of the Developer, its employees, agents, or
any person under the Developer's direction and control. The foregoing indemnity obligations of
the City shall survive the expiration or termination of this Agreement for a period equal to the
applicable statute of limitations period. City shall add on its insurance policy the Developer, its
officers, employees and agents as additionally insured parties and such addition shall be reflected
on the certificate of insurance.
5.3 Insurance. VA-iile construction on the Property is ongoing,Developer shall,
at Developer's sole cost and expense, maintain comprehensive general liability insurance against
claims for personal injury, death or property damage occurring in, upon or about the Property or
Public Improvements. The limitation of liability of such shall not be less than $2,000,000.00
general aggregate and $1,000,000.00 per occurrence.
5.4 Risk of Loss. Subject to Sections 4.5 and 5.2, Developer assumes the risk
of any and all loss, damage or claims to any portion of the Public Infrastructure unless and until
the Public Infrastructure is accepted by the City in accordance with City standards, as relevant,
for acceptance of other public infrastructure.
6. Cooperation and Alternative Dispute Resolution.
6.1 Appointment of Representatives. To fin-ffier the commitment of the Parties
to cooperate in the implementation of this Agreement, the Parties shall designate and appoint a
representative to act as a liaison between the City and its various departments and the Developer.
The Parties may change their representative at any time, but each Party agrees to have a current
active representative appointed for discussion and review as further detailed in this Agreement.
The initial representative for the City (the "City Representative") shall be the City Manager or
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his designee, and the initial representative for the Developer (the "Developer Representative")
shall be the land manager for the Property. The representatives shall be available at all reasonable
times to discuss and review the performance of the Parties to this Agreement and the development
of the Property pursuant to this Agreement.
6.2 Impasse. For purposes of this Section 6.2 only, "Impasse" shall mean
either a failure of a City department director to make a decision or the Developer's disagreement
with a decision of a City department director affecting the Property. The Parties agree that if the
Developer believes that an Impasse has been reached with the City on any issue affecting the
Property,the Developer shall have the right to appeal to the City Manager for a decision pursuant
to this Section. This appeal shall be made in writing and delivered to the City Manager's attention.
To facilitate the resolution of such an Impasse, the City Manager shall schedule a meeting with
the Developer and the City Manager or a designee within fifteen calendar days(15)of the delivery
of written notice of the Impasse, to discuss resolution of the Impasse. Both Parties agree to
continue to use reasonable good faith efforts to resolve any such Impasse pending any such appeal
to the City Manager. A decision reached by the City Manager may be the basis of Developer's
allegation of a default as set forth in Section 6.3. At the meeting of the Parties on the appeal, the
Parties will make their best efforts to mutually agree on a method and time frame for resolution
of the Impasse. In the event that the parties cannot agree on a resolution to the Impasse at the
meeting, the City Manager shall advise the Developer as to the City Manager's decision, which
shall be final and binding. The Developer may then choose to challenge such a decision in the
superior court or other venue appropriate for the resolution of the disagreement.
6.3 Default. Failure or unreasonable delay by either Party to perform or
otherwise act in accordance with any term or provision of this Agreement for a period of thirty
(30) calendar days after written notice thereof from the other Party ("Cure Period"), shall
constitute a default under this Agreement; provided, however, that if the failure or delay is such
that more than thirty(30) calendar days would reasonably be required to perform such action or
comply with any term or provision hereof,then such Party shall have such additional time as may
be necessary to perform or comply so long as such party commences performance or compliance
within said thirty(30) calendar day period and diligently proceeds to complete such performance
or fulfill such obligation. Said notice shall specify the nature of the alleged default and the manner
in which said default may be satisfactorily cured, if possible. In the event such default is not
cured within the Cure Period,the non-defaulting Party shall have all rights and remedies provided
by law or equity. Notwithstanding the foregoing, a default by any owner of a portion of the
Property shall not be deemed a default by Developer or any other owner of a different portion of
the Property, and the City may not withhold or condition its performance under this Agreement,
or terminate this Agreement, as to any owner of a portion of the Property who is not in default of
this Agreement. No assignee of this Agreement may enforce this Agreement as against any other
assignee of this Agreement.
6.4 Force Majeure. Neither Party, as the case may be, shall be considered not
to have performed its obligations under this Agreement in the event of enforced delay (an
"Enforced Delay")due to causes beyond its control and without its fault or negligence or failure
to comply with applicable laws, including, but not restricted to, acts of God, fires, floods,
epidemics, pandemics, quarantines, governor's executive orders, restrictions, embargoes, labor
disputes,and unusually severe weather or the delays of subcontractors or materialmen due to such
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causes, acts of a public enemy, war, terrorism or act of terror (including but not limited to bio-
terrorism or eco-terrorism), nuclear radiation, blockade, insurrection, riot, labor strike or
interruption, extortion, sabotage, or similar occurrence or any exercise of the power of eminent
domain of any governmental body on behalf of any public entity, or a declaration of moratorium
or similar hiatus (whether permanent or temporary) by any public entity directly affecting the
obligations under this Agreement. In no event will Enforced Delay include any delay resulting
from unavailability for any reason of labor shortages, or the unavailability for any reason of
particular contractors, subcontractors, vendors or investors desired by Developer in connection
with the obligations under this Agreement. In the event of the occurrence of any such Enforced
Delay, the time or times for performance of the obligations of the Party claiming delay shall be
extended for a period of the Enforced Delay;provided,however,that the Party seeking the benefit
of the provisions of this Section shall, within thirty (30) calendar days after such Party knows or
should know of any such Enforced Delay, first notify the other Party of the specific delay in
writing and claim the right to an extension for the period of the Enforced Delay; and provided
further that in no event shall a period of Enforced Delay exceed ninety(90) calendar days.
6.5 Duties of the Master Developer. In addition to the duties and obligations
undertaken in the Rezoning and elsewhere in this Agreement, the Developer shall have the
specific duties and obligations listed in this Section as the "Master Developer" of the Property
and shall be the "Master Developer" for purposes of this Section and Section 8.6(B).
A. Property Owners'Association. The Master Developer will form one
or more property owners' associations to govern the development, operation, use and
maintenance of special community features and infrastructure, and to administer and
enforce various governance procedures and design review processes.
B. Funding for Customized Review of Submitted Materials. Due to the
scale, and scope of the development contemplated for the Property, the Parties
acknowledge that: (i) the implementation of the Governing Documents involves unique
design and engineering standards,and a significant amount of plan review and engineering
work; and (ii) the City's standard turn-around or completion times for many submittals
may not be adequate for Developer. Therefore, if Developer wishes to establish
customized or expedited review or inspection time parameters for the development of all
or any portion of the Property, the Master Developer may enter into a fimding agreement,
in form and substance acceptable to the Parties, which will include provisions addressing
the following issues: (i) identifying additional City staff position(s) or outside
consultant(s) that may be necessary to review Development Unit Plans, site plans,
subdivision plats, construction plans, and other submitted materials (collectively, the
"Submitted Materials")or provide land development and construction inspection services
(collectively,the "Inspection Services")within the timeframes desired by the Developer;
(ii)providing for the cooperation between the Parties as to the persons or consultants who
are best suited to review the Submitted Materials or provide the Inspection Services; (iii)
identifying the time period for which the additional City staff positions and/or outside
consultants are necessary; and (iv) any other provision deemed necessary by the Parties.
The Parties agree that any portion of the Property may be the subject of a funding
agreement, even if such portion of the Property is not owned or developed by Developer.
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The Parties will mutually agree on review times applicable to construction documents. In
the event the City does not have a sufficient number of personnel to implement an
expedited development review process requested by the Developer, or expedited land
development and construction inspection services requested by the Developer, the
Developer may elect to pay the costs incurred by the City for such private, independent
consultants and advisors which may be retained by the City, as necessary,to assist the City
in the review and/or inspection process;provided,however,that such consultants shall take
instructions from, be controlled by, and be responsible to, the City and not the Developer.
C. Update of the Land Use Budget. The Master Developer shall submit
an update to the land use budget set forth in the Rezoning concurrently with the submittal
of each subdivision plat(or any revisions to such submittals, in the case of redevelopment).
The update shall be in chart form and shall identify the allocation of the land use budget to
such Development Unit Plan, site plan, or subdivision plat as well as the remaining
unallocated portion of the land use budget.
D. Architectural Review. The Master Developer shall establish an
architectural review committee that will be solely responsible for all architectural design
review and approval of building elevations, building fagades, and landscaping. Such
committee shall consist of three members, one City staff member, one Developer
representative and one professional from a private architectural firm who is mutually
selected by the City and Developer and is paid by both the City and Developer in equal
amounts for such architectural review services. The architectural review committee's
decisions are final, binding, and not subject to any level of appeal within the City.
E. Updating of Development Schedule. Upon the City's request, but
not more often than annually,Developer shall provide an anticipated development schedule
based upon then-current Infrastructure needs,residential and commercial real estate market
conditions, industry factors, and/or business considerations. Any such modification shall
not necessitate an amendment to this Agreement or the Rezoning.
7. Notices and Filings.
7.1 Manner of Service. Except as otherwise required by law, any notice
required or permitted under this Agreement shall be in writing and shall be given by personal
delivery, or by deposit in the United States mail, certified or registered, return receipt requested,
postage prepaid, addressed to the Parties at their respective addresses set forth below, or at such
other address as a Party may designate in writing pursuant to the terms of this Section, or by
telecopy facsimile machine,or by any nationally recognized express or overnight delivery service
(e.g. Federal Express or UPS), delivery charges prepaid:
The City: City of Apache Junction
300 Superstition Boulevard
Apache Junction, Arizona 85119
Attention: City Manager
Copy to: City of Apache Junction
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300 Superstition Boulevard
Apache Junction, Arizona 85119
Attention: City Attorney
Developer: D.R. Horton, Inc.
20410 N. 19"'Avenue, Suite 100
Phoenix, Arizona 85027
Attention: Legal Department
Copy to: Dana Stagg Belknap
Gallagher&Kennedy
2575 E. Camelback Road
Phoenix, Arizona 85016
ASLD: Arizona State Land Department
1616 W. Adams
Phoenix, Arizona 85007
Attention: State Land Commissioner
Copy to: Arizona Attorney General
2005 N. Central Avenue
Phoenix, Arizona 85004
Attn: Natural Resources Division
7.2 Notice. Any notice sent by United States Postal Service certified or
registered mail shall be deemed to be effective the earlier of the actual delivery, or three (3)
business days after deposit in a post office operated by the United States Postal Service. Any
notice sent by a recognized national overnight delivery service shall be deemed effective one(1)
business day after deposit with such service. Any notice personally delivered or delivered through
a same-day delivery/courier service shall be deemed effective upon its receipt or refusal to accept
receipt by the addressee. Any notice sent by telecopy facsimile machine shall be deemed effective
upon confirmation of the successful transmission by the sender's telecopy facsimile machine.
Notwithstanding the foregoing,no payment shall be deemed to be made until actually received in
good and available funds by the intended payee. Any Party may designate a different person or
entity or change the place to which any notice shall be given as herein provided.
8. General.
8.1 Delay;Waiver. Except as otherwise expressly provided in this Agreement,
any delay by any Party in asserting any right or remedy under this Agreement shall not operate
as a waiver of any such rights or limit such rights in any way; and any waiver in fact made by
such Party with respect to any default by the other Party shall not be considered as a waiver of
rights with respect to any other default by the performing Party or with respect to the particular
default except to the extent specifically waived in writing. It is the intent of the Parties that this
provision will enable each Party to avoid the risk of being limited in the exercise of any right or
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remedy provided in this Agreement by waiver, laches or otherwise at a time when it may still
hope to resolve the problems created by the default involved.
8.2 Counteigarts'. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together constitute one
and the same instrument. The signature pages from one or more counterparts may be removed
from such counterparts and such signature pages all attached to a single instrument so that the
signatures of all parties may be physically attached to a single document.
8.3 Headings. The descriptive headings of the paragraphs of this Agreement
are inserted for convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.
8.4 Exhibits and Recitals. Any exhibit attached hereto shall be deemed to have
been incorporated herein by this reference with the same force and effect as if fully set forth in
the body hereof. The Recitals set forth at the beginning of this agreement are hereby
acknowledged and incorporated herein and the Parties hereby confirm the accuracy thereof.
8.5 Further Acts. Each of the Parties shall promptly and expeditiously execute
and deliver all such documents and perform all such acts as reasonably necessary, from time to
time, to carry out the intent and purposes of this Agreement.
8.6 Time is of the Essence/Assiggment.
A. Time of Essence and Successors. Time is of the essence in
implementing the terms of this Agreement. All of the provisions hereof shall inure to the
benefit of and be binding upon the successors and assigns of the Parties pursuant to A.R.S.
§ 9-500.05(D), except as provided below; provided, however, the Developer's rights and
obligations hereunder may only be assigned to a person or entity that has acquired an
interest in the Property or a portion thereof and only pursuant to the terms and conditions
of this Section 8.6(C).
B. Assignment to Property Owners' Association or Complete
AssignMent. Notwithstanding the foregoing,the Parties agree that the ongoing ownership,
operation and maintenance obligations provided by this Agreement and the Master
Developer's obligations contained in Section 6.5 may only be assigned to one or more
property owners' association(s)to be established by the Developer or as part of a complete
assignment by the Developer of all rights and obligations of the Developer hereunder. The
Developer may assign its rights and obligations to one or more property owners'
associations; provided, however, that such assignment to a property owners' association
shall be accompanied by such property owners' association's irrevocable assumption of
such rights and obligations. The Developer agrees to provide the City with written notice
of any assignment of the Developer's rights or obligations in a complete assigm-nent by the
Developer of all rights and obligations of the Developer hereunder within a reasonable
period of time following such assignment, provided however, such assignment shall be
accompanied by the assignee's irrevocable assumption of the Developer's obligations
hereunder, and replacement of any of Developer's Infrastructure Assurances set forth in
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Section 4.4; and upon the City's receipt of such notice,the Developer's liability hereunder
shall terminate as to the obligations assigned.
C. Partial Assignment to Purchasers. The Developer may assign(each,
an"Assignment") less than all of its rights and obligations under this Agreement to those
entities that acquire any portion of the Property (the "Transferred Parcel") for
development (each an "Assignee"). The Developer will be released from its obligations
under this Agreement with respect to the Transferred Parcel provided that: (i) the
Developer is not in default pursuant to Section 7.3; (ii) the Developer has given the City
written notice of the Assignment, which shall include the name, address, and facsimile
number for notice purposes; (iii) the City has provided its written consent to the
Assignment (except that the City's consent shall not be required for an Assignment by the
Developer to Brookfield Homes Holdings LLC or its affiliate ("Brookfield") pursuant to
Section 8.6(D) below or to an affiliate of the Developer), which consent will not
unreasonably be withheld,delayed, or conditioned; (iv)the Assignee has agreed in writing
to be subject to all of the applicable provisions of this Agreement and such Assignment
provides for the allocation of responsibilities and obligations between the Developer and
the Assignee; and (v) such agreement has been recorded in the official records of Pinal
County on that portion of the Property owned by such Transferee.
D. Partial Assignment to Brookfield. The City acknowledges that the
Developer intends to enter into a purchase agreement to sell Development Unit 2 to
Brookfield,with such conveyance to occur on a parcel by parcel basis as partial patents are
issued by the ASLD to the Developer("Brookfield Purchase Agreement"). Accordingly,
notwithstanding anything in this Agreement to the contrary,the City's consent shall not be
required for an Assignment by the Developer to Brookfield with respect to Development
Unit 2 upon recordation of a memorandum of the Brookfield Purchase Agreement in the
official records of Pinal County, subject to: (i) compliance with the provisions of Section
8.6(C) (other than the City's consent) and (ii) Brookfield's replacement of Infrastructure
Assurances for Development Unit 2. Following any such Assignment to Brookfield, (a)
the term "Parties" shall mean the City, Developer, and Brookfield, (b) Brookfield shall
have all of the rights and obligations of"Developer"and"Master Developer"with respect
to Development Unit 2, (c) notwithstanding anything in Section 8.9 to the contrary,
amendments to this Agreement that affect only Development Unit I shall not require the
approval of Brookfield and amendments to this Agreement that affect only Development
Unit 2 shall not require the approval of the Developer, and(d)the obligations of Developer
and Brookfield shall be several and not joint, and no default by the Developer shall
constitute a default by Brookfield or vice versa. If,however,Brookfield does not purchase
all of Development Unit 2 from Developer and the Brookfield Purchase Agreement (and
recorded memorandum thereof) is terminated, then Brookfield shall only have the rights
and obligations of"Developer" and "Master Developer" with respect to those portions of
Development Unit 2 purchased by Brookfield, and any amendments to this Agreement that
affect those portions of Development Unit 2 that have not been purchased by Brookfield
shall not require the approval of Brookfield but shall require the approval of the Developer.
E. Assigpment to Financial Institutions L
/Borrowers/Develo e s.
12 -
Notwithstanding any other provisions of this Agreement, the Developer may assign all or
20
86510981/24831-0003
part of its rights and duties under this Agreement to any financial institution from which
the Developer has borrowed funds for use in constructing the Infrastructure Improvements
or otherwise developing the Property; provided that the documents assigning rights to any
financial institution shall be subject to the prior written approval of the City not to be
unreasonably withheld, delayed, or conditioned. Additionally, the Developer may assign
its rights and duties under this Agreement to another developer, homebuilder or owner,
subject to Section 8.6(C) of this Agreement.
8.7 No Partnership;Third Parties. It is not intended by this Agreement to, and
nothing contained in this Agreement shall, create any partnership, joint venture or other
arrangement between the Developer and the City. No term or provision of this Agreement is
intended to,or shall,be for the benefit of any person,firm,organization or corporation not a party
hereto, and no such other person, firm, organization or corporation shall have any right to cause
of action hereunder, except for transferees or assignees to the extent they assume or succeed to
the rights and obligations of the Developer as set forth in this Agreement.
8.8 Entire Agreement. Except as expressly provided herein, this Agreement
constitutes the entire agreement between the Parties with respect to the subject matters hereof and
supersedes any prior agreement, understanding, negotiation or representation regarding the
subject matters covered by this Agreement.
8.9 Amendment. No change or addition is to be made to this Agreement except
by a written amendment executed by the Parties. Within ten(10)calendar days after any approved
and executed amendment to this Agreement, such approved and executed amendment shall be
recorded in the Official Records of Pinal County, Arizona by the City at its own cost. The
Developer anticipates conveying one or more parcels of the Property to other owners. After such
conveyance, a subsequent owner shall have no right to consent to or approve any future
amendment to the Agreement requested by the Developer if such future amendment relates solely
to the development or use of the portion of the Property owned by the Developer. No subsequent
owner shall be considered a third-party beneficiary to any future amendments to the Agreement
that relate to the portion of the Property not owned by such owner. Neither the Developer nor
any future owner may enforce or request that the City enforce the obligations contained in this
Agreement as against each other. If a future amendment proposed by the City or a subsequent
owner impacts the development or use of another subsequent owner or the Developer's portion
of the Property, then the party seeking the amendment shall submit its proposed amendment in
writing to the other parties for review and approval. "Development or use" in this Section 9.9
includes land use, infrastructure requirements, and all other issues related to the entitlement,
development, and use of the portion of the Property owned by the Developer.
8.10 Names and Plans. The Developer shall be the sole owner of all names,
titles,plans,drawings,specifications, ideas,programs,designs and work products of every nature
at any time developed,formulated or prepared by or at the instance of the Developer in connection
with the Property; provided, however, that in connection with any conveyance of portions of the
Property to the City, such rights pertaining to the portions of the Property so conveyed shall be
assigned to the extent that such rights are assignable,to the City. Notwithstanding the foregoing,
the Developer shall be entitled to utilize all such materials described herein to the extent required
for the Developer to construct, operate or maintain improvements relating to the Property.
21
8651098,'124831-0003
8.11 Good Standing; Authority. Each of the Parties represents to the other: (i)
that it is duly formed and validly existing under the laws of Delaware, with respect to the
Developer or a municipal corporation within the State of Arizona, with respect to the City; (ii)
that it is a corporation or municipal corporation duly qualified to do business in the State of
Arizona and is in good standing under applicable state laws; and (iii) that the individual(s)
executing this Agreement on behalf of the respective Parties are authorized and empowered to
bind the Party on whose behalf each such individual is signing.
8.12 Severability. If any provision of this Agreement is declared void or
unenforceable, such provision shall be severed from this Agreement, which shall otherwise
remain in full force and effect. The Parties acknowledge and agree that, although they believe
that the terms and conditions contained in this Agreement do not constitute an impermissible
restriction of the police power of the City nor an illegal gift under Arizona Constitution,Art. 9, §
7, and that it is their express intention that such terms and conditions be construed and applied as
provided herein, to the fullest extent possible, it is their further intention that, to the extent any
such term or condition is found to constitute an impermissible restriction of the police power of
the City, such term or condition shall be construed and applied in such lesser fashion as may be
necessary to reserve to the City all such power and authority that cannot be restricted by contract.
8.13 Governing Law/Conflicts of Interest/ Changing Venue. The terms and
conditions of this Agreement shall be governed by and interpreted in accordance with the laws of
the State of Arizona. Any action at law or in equity brought by the Parties for the purpose of
enforcing a right or rights provided for in this Agreement, shall be tried in a court of competent
jurisdiction in Pinal County, State of Arizona. The Parties hereby waive all provisions of law
providing for a change of venue in such proceeding to any other county. In the event a Party
brings suit to enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, it is mutually agreed that the prevailing
party in such action shall recover all costs including: all litigation and appeal expenses,collection
expenses, reasonable attorney fees, necessary witness fees (inclusive of professional
servicesleals/lodging/ transportation), court costs, and transcript fees. This Agreement is also
subject to the conflict of interest laws set forth in A.R.S. § 38-511 et seq.
8.14 Recordation. This Agreement shall be recorded in its entirety by the City
at its own cost in the Official Records of Pinal County, Arizona not later than ten (10) calendar
days after this Agreement is executed by the Parties.
8.15 No Developer Representations. Nothing contained in this Agreement or in
the Rezoning shall be deemed to obligate the City or Developer to complete any part or all of the
development of the Property, and the Rezoning shall not be deemed a representation or warranty
by the Developer of any kind whatsoever. To the extent development of the Property occurs, it
shall be pursuant to the Governing Documents and the Rules.
8.16 Status Statements. Any party(the "Requesting Party")may,at any time,
and from time to time, deliver written notice to any other party requesting such other party(the
"Providing Party") to provide in writing that, to the knowledge of the providing party: (a) this
Agreement is in full force and effect and a binding obligation of the parties; (b) this Agreement
has not been amended or modified either orally or in writing, and if so amended, identifying the
22
86510W724831-0003
amendments; and (c) the requesting party is not in default in the performance of its obligations
under this Agreement, or if in default, to describe therein the nature and amount of any such
defaults (a"Status Statement"). A party receiving a request hereunder shall execute and return
such Status Statement within thirty (30) calendar days following the receipt thereof. The City
Manager or designee shall have the right to execute any Status Statement requested by Developer
hereunder. The City acknowledges that a Status Statement hereunder may be relied upon by
transferees and mortgagees. The City shall have no liability for monetary damages to Developer,
and transferee or mortgagee,or any other person in connection with,resulting from or based upon
the issuance of any Status Statement hereunder.
8.17 Mortgage Provisions.
A. Mortgagee Protection. This Agreement shall be superior and senior
to any future lien placed upon the Property, or any portion thereof, including the lien of
any mortgage or deed of trust (herein "Mortgage"). However, no breach hereof shall
invalidate or impair the lien of any Mortgage made in good faith and for value, and any
acquisition or acceptance of title or any right or interest in or with respect to the Property
or any portion thereof by a mortgagee(herein defined to include a beneficiary under a deed
of trust),whether under or pursuant to a mortgage foreclosure,trustee's sale or deed in lieu
of foreclosure or trustee's sale, or otherwise, shall be subject to all of the terms and
conditions contained in this Agreement. No mortgagee shall have an obligation or duty
under this Agreement to perform the Developer's obligations or other affirmative
covenants of the Developer hereunder,or to guarantee such performance; except that to the
extent that any covenant to be performed by the Developer is a condition to the
performance of a covenant by the City, the performance thereof shall continue to be a
condition precedent to the City's performance hereunder.
B. BLn�kru tcy. If any mortgagee is prohibited from commencing or
prosecuting foreclosure or other appropriate proceedings in the nature thereof by any
process or injunction issued by any court or by reason of any action by any court having
jurisdiction of any bankruptcy or insolvency proceeding involving the Developer,the times
specified for performing Developer's obligations or other affirmative covenants of the
Developer hereunder shall be extended for the period of the prohibition,provided that such
mortgagee is proceeding expeditiously to terminate such prohibition and in no event for a
period longer than two years pursuant to applicable law.
8.18 Nonliabilily of City Officials, etc., and of Employees, Members and
Partners, etc. of the Developer. No Council member, official, representative, agent, attorney or
employee of the City shall be personally liable to the Developer, or to any successor in interest to
the Developer, in the event of any Non-Performance or breach by the City or for any amount
which may become due to the Developer or its successors, or with respect to any obligation of
the City under the terms of this Agreement including any punitive damage claim.
Notwithstanding anything contained in this Agreement to the contrary, the liability of the
Developer under this Agreement shall be limited solely to the assets of the Developer, including
but not limited to the Infrastructure Assurance, and shall not extend to or be enforceable against:
(i) the individual assets of any of the individuals or entities who are shareholders, members,
managers, constituent partners, officers or directors of the general partners or members of the
23
86510981124831-0003
Developer; (ii) the shareholders, members or managers or constituent partners of the Developer;
or(iii) officers of the Developer. This Section shall survive termination of the Agreement.
8.19 Takings Waiver. The Developer hereby waives and releases the City from
any and all claims under A.R.S. § 12-1134, et seq., including any right to compensation for
reduction to the fair market value of the Property, as a result of the City's approval of this
Agreement. The terms of this Waiver shall run with the land and shall be binding upon all
subsequent landowners and shall survive the expiration or earlier termination of this Agreement.
8.20 Good Faith of Parties. Except where any matter is expressly stated to be
in the sole discretion of a Party,in performance of this Agreement or in considering any requested
extension of time,the Parties agree that each will act in good faith and will not act unreasonably,
arbitrarily or capriciously and will not unreasonably withhold, delay or condition any requested
approval, acknowledgment or consent.
9. Provisions Required by Law. Each and every provision of law and any clause
required by law to be in this Agreement will be read and enforced as though it were included herein
and,if through mistake or otherwise any such provision is not inserted,or is not correctly inserted,
then upon the application of any Party, the Agreement will promptly be physically amended to
make such insertion or correction.
10. Consent to Agreement by ASLD, Acknowledgment of ASLD Approvals and
Notice to ASLD. Pursuant to the terms of the Participation Contract, the ASLD finds that this
Agreement is consistent with the master-planned community and associated infrastructure
improvements anticipated by and provided for in the plans contained in the Participation Contract.
Therefore, although it is not an obligated party to this Agreement the ASLD hereby consents to
the form and content of this Agreement between the Developer and the City. Because the
Participation Contract does require that certain future additional approvals and consents related to
the development of the Property, and in particular the Retained Property, may be required from
the ASLD or the Commissioner, the Parties hereby acknowledgment that during the
implementation of the terms of this Agreement any proposed changes that are inconsistent with,
or material modifications or changes to: 1) this Agreement, 2) the MPC Zoning, or 3) the
Infrastructure Plan shall be promptly provided to the ASLD in writing so that timely and effective
communication and direction on such proposed changes may be made by the Commissioner or the
ASLD. Failure to provide such timely notice to the ASLD may result in delays to or denials of
any approvals requested from the Commissioner or the ASLD.
11. Prohibition to Contract with Developer Who Engages in Boycott of the State of
Israel. The Parties acknowledge A.R.S. §§ 35-393 through 35-393.03, as amended,which forbids
public entities from contracting with Developers who engage in boycotts of the State of Israel.
Should Developer under this Agreement engage in any such boycott against the State of Israel,
this Agreement shall be deemed automatically terminated by operation of law. Any such boycott
is a material breach of contract.
12. Required Signatories. Notwithstanding anything contained herein to the contrary,
neither this agreement nor any amendment hereto shall be a valid and enforceable obligation of
24
865 1098,Y2483 1-0003
developer unless this agreement or amendment is executed by any one of Donald R.Horton,David
Auld, Bill Wheat, Michael J. Murray or Rick Horton, each an"authorized officer" of Developer.
[SIGNATURES ON THE FOLLOWING PAGES]
25
8 651098,,"124 8 3 1-0003
CITY:
CITY OF APACHE JUNCTION, an Arizona
municipal corporation
By: Walter"Chip"Wilson
Its: -Mayor
ATTEST:
Jennifer Pena
City Clerk
APPROVAL AS TO FORM:
Richard J. Stem
City Attorney
STATE OF ARIZONA
ss.
COUNTY OF PINAL
The foregoing was subscribed and sworn to before me this day of
, 2021, by Walter "Chip" Wilson, Mayor of City of Apache Junction, an
Arizona municipal corporation.
Notary Public
My Commission Expires:
26
8651098,124831-0003
DEVELOPER:
D ORTON, Inc., a Delaware corporation
By:
Its:
CORPORATE APPROVAL:
DR. HORTON, Inc., a Delaware corporation
By:
Its:
STATE OF ARIZONA
) ss.
COUNTY OF
The foregoing was subscribed and sworn to before me this day of
2021, by of D.R. Horton, Inc., a
Delaware corporation.
Notary Public
My Commission Expires:
27
8651098,<,'24831-0003
CONSENT:
ALSD:
STATE OF ARIZONA, acting by and through
the ARIZONA STATE LAND DEPARTMENT
y: Lisa Atkins
Its: -Commissioner
STATE OF ARIZONA )
) ss.
COUNTY OF )
The foregoing was subscribed and sworn to before me this day of
2021,by Lisa Atkins,Commissioner of the Arizona State Land Department.
Notary Public
y Commission Expires:
28
8651098/124831-0003
EXHIBITS
Exhibit A Legal Description
Exhibit B Property Map
Exhibit C Certificate of Occupancy Clearance Agreement Form
Exhibit D Retained Property Map
8647 108v2,,24831-0003
EXHIBIT A
[Legal Description]
8647108v2124831-0003
Exhibit A
Legal Description
Wood, Patel &Associates, Inc. Revised March 9,2021
480.834.3300 January 8, 2021
www.woodpatel.com WP#205166.01
Page 1 of 4
See Exhibit"A"
LEGAL DESCRIPTION
Superstition Vistas
D.R.Horton Parcel
General Land Office (GLO) Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, a portion of GLO Lot 12 and a
portion of the east half of Section 18 and GLO Lots 3,4,5,6, 7,8,9, 10, 11, 12,a portion of GLO
Lots I and 2 and a portion of the east half of Section 19,and a portion of the north half of Section
30,Township 1 South, Range 8 East, of the Gila and Salt River Meridian, Pinal County,Arizona,
more particularly described as follows:
BEGINNING at the northeast comer of said Section 18, a 3-inch Pinal County brass cap in
handhole,from which the east quarter corner of said Section 18,a 3-inch Pinal County brass cap
in handhole, bears South 00013'51" East(basis of bearing), a distance of 2639.88 feet;
THENCE along the east line of said Section 18,South 00*13'51"East,a distance of 2639.88 feet,
to said east quarter corner;
THE South 00017'10" East, a distance of 155.64 feet, to the northerly line of that certain
Maricopa County Flood Control District Easement, recorded in Document 2011-062136, Pinal
County Records(PC );
THENCE leaving said east line, along said northerly line, South 53*29'26" West, a distance of
4200.33 feet, to the south line of said Section 18;
THENCE leaving said south line, South 53*29'13"West, a distance of 910.07 feet,
THENCE leaving said northerly line, South 82*28'36" East, a distance of 583.29 feet, to the
beginning of a curve;
THENCE easterly along said curve to the left,having a radius of 3000.00 feet,concave northerly,
through a central angle of 30'39'58",a distance of 1605.68 feet,to the curves end;
THENCE North 66*51'25" East,a distance of 540.51 feet, to the beginning of a curve;
THENCE easterly along said curve to the right, having a radius of 2500.00 feet, concave
southerly,through a central angle of 22*55'06",a distance of 1000.00 feet,to the north line of said
Section 19 and the curves end;
THE along said north line, North 89*46'31" East, a distance of 500.00 feet,to the northeast
comer of said Section 19;
THENCE leaving said north line, along the east line of said Section 19, South 0001T35" East,a
distance of 2641.12 feet,to the east quarter comer of said Section 19;
THENCE South 00*17'01"East,a distance of 2640.28 feet,to the southeast corner of said Section
19;
THE leaving said east line, along the south line of said Section 19, South 89'44'56"West, a
distance of 702.14 feet, to the beginning of a curve;
THE leaving said south line,westerly along said curve to the left,having a radius of 10000.00
feet, concave southerly, through a central angle of 11'16'39", a distance of 1968.29 feet, to the
beginning of a reverse curve;
8647108v2/24831-0003
Legal Description Revised March 9,2021
Superstition Vistas January 8,2021
D.R. Horton Parcel WP#205166.01
Page 2 of 4
See Exhibit"K
THENCE westerly along said reverse curve to the right,having a radius of 10000.00 feet,concave
northerly,through a central angle of 11956'03", a distance of 2082.89 feet,to the curves end;
THENCE North 8903640" West, a distance of 1421.78 feet, to the southeast corner of Section
24,Township 1 South, Range 7 East, of the Gila and Salt River Meridian;
THENCE along the east line of said Section 24,North 00038'07"West,a distance of 2635.59 feet,
to the east quarter corner of said Section 24;
THENCE North 00'37'44"West, a distance of 2633.61 feet, to the southeast corner of Section
13,Township 1 South, Range 7 East, of the Gila and Salt River Meridian;
THENCE leaving said east line, along the east line of said Section 13, North 00039'46" West, a
distance of 2637.45 feet,to the east quarter corner of said Section 13;
THENCE North 00'37'58" West, a distance of 2637.66 feet, to the southeast comer of Section
12,Township 1 South, Range 7 East, of the Gila and Salt River Meridian;
THENCE leaving said east line, along the east line of said Section 12, North 00*39'09" West, a
distance of 75.01 feet;
THENCE leaving said east line, South 89*37'08" East, a distance of 1403.26 feet, to a point of
intersection with a non-tangent curve;
THENCE southerly along said non-tangent curve to the left, having a radius of 1057.78 feet,
concave easterly,whose radius bears South 87'35'14"East,through a central angle of 04*03'48",
a distance of 75.02 feet,to a point of intersection with a non-tangent curve;
THENCE easterly along said non-tangent curve to the left, having a radius of 10000.00 feet,
concave northerly,whose radius bears North 00*22'43"East,through a central angle of 12009,59",
a distance of 2123.45 feet,to the beginning of a reverse curve;
THENCE easterly along said reverse curve to the right,having a radius of 10000.00 feet,concave
southerly,through a central angle of 11 033'02",a distance of 2015.94 feet,to the north line of said
Section 18 and the curves end;
THENCE along said north line, North 89'45'45"East, a distance of 703.03 feet,to the POINT OF
BEGINNING.
Containing 59,882,032 square feet or 1,374.7023 acres, more or less.
Subject to existing right-of-ways and easements.
This parcel description Is based on client provided Information and Is located within an area
surveyed by Wood, Patel & Associates, Inc. during the month of December, 2020. Any
monumentation noted in this parcel description is within acceptable tolerance (as defined in
Arizona Boundary Survey Minimum Standards dated 02/14/2002)of said positions based on said
survey. LAND
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P 03109 2021
n04 WP#205166,01
A, PAGE 3 OF 4
T TO SCALE
2 1 ut,/ L 1 -L 1 1
8647108v2/24831-0003
LINE TABLE CURVE TABLE
L1BEARING DISTANCE CURVE DELTA RADIUS ARC
L1 S00*13'511 2639.88' ci 3003958" 3000.00' 1605.68'
2 S00017'10"E 155.64' C2 22*55'06" 2500.00' 1000.00'
L3 S53029'26"W 4200.33' C3 11016'39" 10000.00' 1968.29'
L4 S53029'13"W 91 0W' C4 11056'03" 10000.00' 2082.89'
L5 S82028'36"E 583.29' C5 4003'48" 1057.78' 75.02'
L6 N6605125"E 540.51' C6 12009'59" 10000,00' 2123.45'
L7 N89046'31"E 500.00' C7 11033'02" 10000.00' 2015.94'
L8 SOOO I 7'35"E 2641.12'
L9 S00017'01"E .264028-
640 2'L10 S89044'56"W 702.14-
L11 N89035'40'W 1421.78'
L12 N00038'07'W 2635.59'
L13 N00"374M 2633.61'
L14 N00039'46'W 2637.45'
L15 N00037'58'W 2637.66'
L16 N00039'09'W 75.01'
L17 589037'08"E 1403.26'
L18 N8904645"E 703.03'
L A Nj
ICA 06 EXHIBIT "All
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NOT TO SCALE
09.30-23 Z:\2020\2051661SurveyNLegal\5166-LOlROl.dwg
8647108v2/24831-0003
Wood, Patel&Associates, Inc. January 8,2021
480.834.3300 WP#205166.01
www.woodpatel.com Page 1 of 4
See Exhibit"A"
PARCEL DESCRIPTION
Superstition Vistas
Brookfield Parcel
Sections 17 and 20,a portion of General Land Office(GLO)Lot 12 and a portion of the east half of
Section 18,a portion of GLO Lots 1 and 2 and a portion of the east half of Section 19,Township 1
South,Range 8 East,of the Gila and Salt River Meridian, Pinal County,Arizona,more particularly
described as follows:
BEGINNING at the northwest comer of said Section 17, a 3-inch Pinal County brass cap in
handhole,from which the north quarter comer of said Section 17,a 2 112-Inch GLO brass cap In
concrete,bears North 89045'04" East(basis of bearing),a distance of 2642.33 feet;
THENCE along the north line of said Section 17,North 89*45'04"East,a distance of 2642.33 feet,
to said north quarter corner;
THENCE North 89'47'06"East,a distance of 2643.68 feet,to the northeast corner of said Section
17;
THENCE leaving said north line, along the east line of said Section 17, South 00'17'17" East, a
distance of 2641.26 feet, to the east quarter corner of said Section 17;
THENCE South 00*17'39"East,a distance of 2641.38 feet,to the northeast comer of said Section
20;
THENCE leaving said east line, along the east line of said Section 20, South 00'16'25" East, a
distance of 2640.88 feet, to the east quarter corner of said Section 20;
THENCE South 00*15'30" East, a distance of 2641.53 feet, to the southeast comer of said
Section 20;
THENCE leaving said east line,along the south line of said Section 20,South 89046'59"West, a
distance of 2643.36 feet, to the south quarter corner of said Section 20;
THENCE South 89048'18" West, a distance of 2643.78 feet, to the southwest corner of said
Section 20;
THENCE leaving said south line, along the west line of said Section 20, North 00"1 7'01"West, a
distance of 2640.28 feet,to the west quarter corner of said Section 20;
THENCE North 00*17'35" West, a distance of 2641.12 feet, to the northeast corner of said
Section 19;
THENCE leaving said west line, along the north line of said Section 19, South 89'46'31"West,a
distance of 500.00 feet,to the beginning of a curve;
THENCE leaving said north line,westerly along said curve to the left, having a radius of 2500.00
feet, concave southerly, through a central angle of 22055'06", a distance of 1000.00 feet, to the
curves end;
THENCE South 66*51'25"West,a distance of 540.51 feet,to the beginning of a curve;
THENCE westerly along said curve to the right, having a radius of 3000.00 feet, concave
northerly, through a central angle of 30039'58",a distance of 1605.68 feet,to the curves end;
8647108v2124831-0003
Legal Description January 8,2021
Superstition Vistas WP#205166.01
Brookfield Parcel Page 2 of 4
See Exhibit"A"
THENCE North 82'28'36" West, a distance of 583.29 feet, to the northerly line of that certain
Madcopa County Flood Control District Easement, recorded in Document 2011-0619607, Pinal
County Records(PC )®
THENCE along said northerly line, North 53'29'13" East, a distance of 910.07 feet, to said north
line of Section 19;
THENCE leaving said north line, North 53'29'26"East,a distance of 4200.33 feet,to the west line
of said Section 17;
THENCE leaving said northerly line, along said west line, North 00017'10" West, a distance of
155.64 feet,to the west quarter corner of said Section 17;
THENCE North 00*1 T51"West, a distance of 2639.88 feet,to the POINT OF BEGINNING.
Containing 61,348,819 square feet or 1,408.3751 acres, more or less.
Subject to existing right-of-ways and easements.
This parcel description is based on client provided information and Is located within an area
surveyed by Wood, Patel & Associates, Inc. during the month of December, 2020. Any
monumentation noted In this parcel description is within acceptable tolerance (as defined in
Arizona Boundary Survey Minimum Standards dated 02/14/2002)of said positions based on said
survey.
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8647108v2/24831-0003
LINE TABLE CURVE TABLE
LINE BEARING DISTANCE CURVE DELTA RADIUS ARC
L1 N89047'06"E 2 .88' Cl 22055'06" 2500.00' 1000.00!
L2 S00"1 T 170E 2641.26' C2 30"39'58" 3000.00' 1605.68'
L3 S00"1 T39"E 2641.38'
L4 S00"1625'E 2640. '
L5 S00"15'30"E 2641.53'
L6 S89046'59"W 2 ,36'
L7 S89"48'180W 2643.78'
L8 N00"17'01"VV 2640.28'
L9 N00017'35" 2641.12'
L10 S89°46'31"W 500.00'
L11 S66"51'25"W 540.51'
L12 N82028'36" 583.29'
L13 N53"29'13"E 910.07'
L14 N53"29'26"E 4200.33'
L15 N00017'10" 155.64'
L16 N00013'51" 2639. '
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8647108v2124831-0003
EXHIBIT
[Property Map]
8647108v2124831-0003
x� PROPERTY
BASELINE AVE
AUCTION PROPERTY
" �•._ PROPERTY BOUNDARY
GRAPHIC SHOWS CONCEPTUAL INFORMATION AND IS
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8647108v2(24831-0003
EXHIBIT C
[Certificate of Occupancy Clearance Agreement Form]
8647108v2/24831-0003
Certificate of Occupancy - Clearance Agreement For
�1 City of Apache Junction—Development Services Department
Please Print or Type all Information
Project e:
Project Address:
DSD BLD Number Computer Sequential Number Civil Eng, Folder Number
Developer/Owner:
Address:
City: State: Zip:
Phone: Fax:
E-Mail:
Type of Construction:
Residential 0 Commercial 0 Industrial 0 Other(Explain)
Number of Buildings Number of Lots
*****All Agreements require an 8 '/z"x 11" Exhibit indicating affected area*****
---------------------------------------------------------------------------------------------------------------------
We are authorized and hereby agree to have occupancy clearance withheld on future
construction permits until all tracts, easements, and right-of-way improvements detailed i
the Schedule of Infrastructure Improvements below have been installed and accepted by the
Public Works Department,Apache Junction Water District,and the Superstition Mountains
Community Facilities District No. 1, or until other means of acceptable assurance has been
presented to and accepted by the Development Services Department. This agreement is
attached to the parcel and subsequent owners are subject to its provisions.For any additional
questions regarding bonding requirements, contact the Development Services Department
at( ) 7 - 3.
Schedule of Infrastructure Improvement Requirements:
Specific standards of improvements to be installed in a subdivision, single-family residential
development,two-family and multi-family residential development, and commercial evelop e t
shall be as outlined in the following schedule of improvement requirements.
Requirements: (a)All streets, including pavement, concrete curb ramps,curbigutter and sidewalks
both sides,installed to an approved cross section;(b)Underground streetlight circuits,lamps,poles
and fixtures per City requirements; (c) Public sewer in accordance with u erstition Mountains
Community Facilities District No. 1; (d) Public water supply systems in accordance with Apache
Junction Water District including mains and fire hydrants to AJWD standards in areas served by
the AJWD water system; (e) Storm drainage in accordance with City requirements;
Landscaping per City requirements; and(g)All electrical lines shall be installed underground,
[SIGNATURES ON THE FOLLOWING PAGE]
Signature: Name(Print):
Title: Authorized Agent For:
Agency Address:
Date: Phone Number:
STATE OF ARIZONA )
) ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this day of 20___ 1
y
Notary Public
y Commission Expires:
2
8647108v2l24831-0003
EXHIBIT D
[Retained Property Map]
PROPERTY
BASELINE AVE RETAINED PROPERTY
4 �•�^ PROPERTY BOUNDARY
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85575840124831-0003